Terms & Conditions of Service

1. ABOUT Z8

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TheZ8 Ltd. (“Z8”, “we”, “us”) is a Canadian Money Services Business incorporated in Canada and registered with FINTRAC (MSB Licence C100000573). We provide international money remittance, fiat and cryptocurrency exchange, and related payment services to corporate and institutional clients worldwide.

Z8 is not a bank. We act as an intermediary and do not accept deposits, issue loans, or provide traditional banking services. We operate under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), the Retail Payment Activities Act (RPAA), and all applicable Canadian federal and provincial laws.

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2. ELIGIBILITY

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To use our services you must:

–    Be a validly incorporated or registered legal entity with full authority to enter into this Agreement;

–    Act in your own name and not as an undisclosed agent for a third party, unless agreed in writing;

–    Not be incorporated in, domiciled in, or operating from a prohibited or sanctioned jurisdiction;

–    Not appear on any Canadian, UN, OFAC, EU, or UK HMT sanctions list;

–    Confirm that your use of the services is lawful in every jurisdiction in which you operate.

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A current list of Prohibited Jurisdictions is maintained at https://www.thez8.com/jurisdiction-risk and forms part of these Terms. Z8 will notify clients of material changes to this list with reasonable prior notice.

Z8 primarily serves corporate and institutional clients. Retail clients may be accepted at Z8’s sole discretion and are subject to additional terms.

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3. SERVICES

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Z8 provides the following services, subject to onboarding approval, applicable law, and the terms herein:

–    International money remittance - SWIFT, SEPA, BLIC, TARGET2 etc;

–    Fiat currency exchange and conversion;

–    Cryptocurrency exchange (buying, selling, and converting supported digital assets);

–    Cryptocurrency transaction facilitation (sending and receiving digital assets on behalf of clients);

–    Corporate payment and treasury solutions.

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Services are subject to network availability, cut-off times, transaction limits, Z8’s compliance review, and applicable law. Z8 may modify, suspend, or withdraw any service at any time.

Uptime target: 99.5% measured monthly (excluding scheduled maintenance). 

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Z8 may subcontract its obligations to third-party service providers without notice.

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Cryptocurrency - Key Disclosures

–    Cryptocurrency is not legal tender; values are highly volatile and can fall to zero;

–    Blockchain transactions are irreversible; funds sent to incorrect addresses may be unrecoverable;

–    Cryptocurrency is not insured by the Canada Deposit Insurance Corporation (CDIC);

–    Z8 does not control blockchain networks and disclaims liability for network congestion, forks, or delays;

–    Digital assets are held separately by approved custodians and are not on Z8’s balance sheet.

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Travel Rule: for virtual currency transfers of CAD $1,000 or more (or equivalent), Z8 collects, verifies, and transmits originator and beneficiary information as required by FINTRAC.

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4. CLIENT ONBOARDING & KYC

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All clients must complete Z8’s onboarding process before accessing any service and provide their corporate documents and description of business activities and source of funds.

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4.1 Beneficial Ownership (UBO)

All individuals directly or indirectly owning or controlling 25% or more of the client must be identified and verified: government-issued photo ID, proof of residential address (within 3 months), and PEP/HIO declaration.

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4.2 Customer Responsibilities

–    Provide complete and accurate information for onboarding, KYC/KYB, AML, and sanctions screening;

–    Respond promptly to Z8’s requests for information or documentation;

–    Maintain the security of your login credentials; notify Z8 immediately if compromised;

–    Provide complete and accurate information on counterparties and intended use of funds;

–    Notify Z8 promptly of any material changes to corporate structure, ownership, or business activities.

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4.3 Ongoing Monitoring

Client relationships are subject to continuous monitoring and periodic refresh on a risk-based approach.

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4.4 Right to Decline

Z8 may refuse onboarding, suspend, or terminate any relationship at its absolute discretion. We are not obligated to provide reasons where disclosure is prohibited by law.

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5. REGULATORY COMPLIANCE

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5.1 FINTRAC & PCMLTFA

Z8 maintains a full AML/ATF Compliance Program including: a designated Compliance Officer, written policies and procedures, staff training, risk assessments, and a bi-annual independent effectiveness review.

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Z8 files the following reports with FINTRAC as required: Suspicious Transaction Reports (STR), Large Cash Transaction Reports (LCTR, ≥ CAD $10,000), Electronic Funds Transfer Reports (EFTR, ≥ CAD $10,000), and Terrorist Property Reports (TPR). Canadian law may prohibit Z8 from disclosing to any person that a report has been filed with FINTRAC. Clients must not ‘tip off’ any subject of a suspicious transaction report.

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5.2 RPAA - Bank of Canada

Z8 is in the process of registration as a Payment Service Provider (PSP) with the Bank of Canada under the RPAA. Z8 maintains a risk management and incident response framework and safeguards end-user funds as prescribed. RPAA registration does not constitute an endorsement by the Bank of Canada.

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5.3 Sanctions

Z8 screens all clients, beneficial owners, counterparties, and transactions against: the Consolidated Canadian Autonomous Sanctions List (Global Affairs Canada), UN Security Council lists, OFAC, EU, and UK HMT lists. Any sanctions concern results in an immediate block, report, and potential referral to law enforcement. Z8 is not liable for losses arising from lawful sanctions hold or block.

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5.4 Anti-Corruption

Z8 complies with the Corruption of Foreign Public Officials Act (Canada). Clients represent that neither they nor their representatives have offered, given, or received any bribe or corrupt payment in connection with this Agreement.

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5.5 Tax Reporting

–    Clients must provide documentation to enable Z8 to fulfil any applicable tax reporting obligations;

–    Z8 may withhold and remit taxes as required by Law;

–    Clients are solely responsible for determining and reporting their own tax liabilities;

–    Clients must inform Z8 of any changes to their tax status; 

–    Z8 does not provide tax advice.

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6. PROHIBITED USES

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The services must not be used for:

–    Money laundering, terrorist financing, or proliferation financing;

–    Transactions involving sanctioned persons, entities, or jurisdictions;

–    Fraud, identity theft, structuring, or any criminal activity;

–    Circumventing capital controls or tax reporting obligations;

–    Operating unlicensed gambling platforms or darknet marketplaces;

–    Acting as a pass-through entity without adding legitimate business value;

–    Any purpose prohibited by applicable law and Z8 client acceptance policy.

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Z8 will investigate suspected prohibited use, may freeze funds, and will report to FINTRAC or relevant authorities as required by law.

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7. FEES & PAYMENTS

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–    Fees are set out in the Fee Schedule provided at onboarding.

–    Z8 will provide at least thirty (30) days' prior written notice before implementing any increase in transaction fees or introducing new recurring fees. Minor administrative adjustments may be notified with 14 days' notice.

–    Fee types include: transaction fees, FX spread, network/correspondent fees, maintenance fees, cryptocurrency gas fees, compliance and service fees.

–    Z8 may deduct fees directly from transaction amounts or client balances. Invoiced fees are due within 14 calendar days; unpaid accounts may result in asset liquidation to cover outstanding amounts.

–    Clients are responsible for all third-party charges (correspondent banks, intermediaries, blockchain networks) beyond Z8’s control. Quoted fees include all Z8-imposed charges; third-party fees are additional.

–    All paid fees are non-refundable, except where a transaction is cancelled before processing begins.

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8. ACCOUNT MANAGEMENT & SETTLEMENT

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8.1 Client Accounts

–    Client funds are held in accordance with RPAA safeguarding requirements, separate from Z8’s own operational funds. Client balances are not bank deposits and are not CDIC-insured.

–    Z8 may decline, freeze, or reverse transactions or account access to protect the client, Z8, or to comply with law (e.g., inactivity, suspected fraud, regulatory direction).

–    Z8 may move client accounts to another institution for security or operational reasons.

–    Funds may be held in custodial or direct accounts at approved institutions; Z8 is not liable for the acts or omissions of such third-party institutions. 

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8.2 Settlement

–    SWIFT: 1–5 business days; SEPA: 1 business day; BLINC: instant; Cryptocurrency: subject to blockchain network confirmation.

–    Instructions received after applicable cut-off times are processed the next business day.

–    Returned or recalled payments are credited to the client’s account less applicable recall and third-party fees, subject to any required compliance review.

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8.3 Foreign Currency Transactions

–    Z8 calculates required local-currency funds including conversion rates and fees; payments may be routed through intermediaries for execution.

–    If a payment fails, you may request fund recovery or redirect to another recipient (fees apply).

–    FX refunds reverse at the prevailing rate at time of refund; conversion fees apply.

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8.4 Reversals

–    You may request reversal of erroneous or duplicate transactions; Z8 will make reasonable efforts under applicable law. Wire transfer details are provided for reference; funds are available only after receipt. Reversed wire transfers may result in a debit to your account.

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9. CLIENT REPRESENTATIONS

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By using our services, you represent and warrant on a continuing basis that:

–    You are duly organised, validly existing, and in good standing in your jurisdiction;

–    You have full authority to enter into and perform this Agreement;

–    All information and documentation provided to Z8 is accurate, complete, and not misleading;

–    All funds used with our services are from legitimate sources and are not proceeds of crime;

–    Your use of the services complies with all applicable laws in every relevant jurisdiction;

–    If you are a regulated financial institution, you alone must file any SARs or similar regulatory reports.

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10. INTELLECTUAL PROPERTY

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Z8 (or its licensors) retains all intellectual property rights in the platform, services, software, documentation, and branding. You receive a non-exclusive, non-transferable, revocable licence to use the platform solely for your business purposes under these Terms. You may not reverse-engineer, copy, redistribute, or create derivative works from any Z8 intellectual property. Feedback you provide may be used by Z8 without obligation.

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11. DATA PROTECTION & CONFIDENTIALITY

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–    Each party will keep the other’s non-public information confidential and use it only for performing or receiving the services.

–    Z8 processes personal data in accordance with PIPEDA, Alberta PIPA, and other applicable Canadian privacy legislation, including any successor legislation. Full details are in our Privacy Policy at https://www.thez8.com/privacy-policy 

–    Z8 implements reasonable security safeguards and will promptly notify clients of any data breach affecting their information.

–    Client records and transaction data are retained for a minimum of five (5) years from the end of the relationship, as required by the PCMLTFA.

–    Client data may be transferred to jurisdictions where Z8 or its service providers operate; by using our services you consent to such transfers where necessary.

–    Z8 will update its Privacy Policy and these Terms upon the enactment of any material changes to applicable privacy law.

–    Z8 uses cookies and similar tracking technologies on its website. Full details are set out in our Cookie Policy, which forms part of our Privacy Policy.

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12. TERM

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The initial term is one year from the effective date of onboarding. The Agreement automatically renews for additional one-year terms unless properly terminated in accordance with Section 13.

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13. SUSPENSION & TERMINATION

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13.1 Suspension

Z8 may immediately suspend access to services without prior notice where: there is reasonable suspicion of money laundering, terrorist financing, fraud, or sanctions exposure; a regulator or law enforcement requires it; the client has materially breached these Terms; or there is suspected fraud, credit risk, DDoS activity, or other unlawful conduct. Funds may be held pending investigation. Z8 may reinstate services at its discretion once issues are resolved.

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13.2 Termination

Either party may terminate with ≥ 20 business days’ written notice. Z8 may terminate immediately where: the client is insolvent; fraud or material misrepresentation has occurred; or continuing the relationship would breach applicable law.

Post-termination: Z8 will complete all authorised transactions in progress; you will pay fees for completed transactions; Z8 will return remaining funds (less fees and any legal hold) within 10 business days of receipt of valid receiving instructions, subject to completion of any compliance obligations.

Survival: confidentiality, indemnification, limitation of liability, regulatory reporting, and governing law provisions survive termination.

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14. INSURANCE

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Clients shall maintain, at their own expense, commercially reasonable insurance coverage (including, as applicable, cyber-liability, errors & omissions, and directors & officers coverage) with insurers rated A– or better, in amounts sufficient to cover liabilities under these Terms. Z8 may request certificates of insurance upon reasonable notice.

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15. LIMITATION OF LIABILITY

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To the fullest extent permitted by applicable law, Z8 and its directors, officers, employees, agents, and affiliates are not liable for:

–    Indirect, incidental, special, consequential, or punitive damages;

–    Loss of profits, revenue, data, goodwill, or anticipated savings;

–    Cryptocurrency value fluctuations or exchange rate movements;

–    Delays, failures, or losses caused by third-party institutions, blockchain networks, or payment processors;

–    Unauthorised access, hacking, data breaches, or other security events;

–    Force majeure events: acts of God, war, strikes, pandemic, government action, cyberattack, or events beyond Z8’s reasonable control.

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Z8’s aggregate liability for any claim shall not exceed the total fees paid by the client in the three (3) months preceding the event. Nothing herein limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under Canadian law.

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16. INDEMNIFICATION

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You shall defend, indemnify, and hold harmless Z8 and its affiliates, officers, directors, employees, agents, and representatives from and against all losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising from:

–    Your breach of these Terms;

–    Your negligent or wilful acts or omissions;

–    Your violation of any applicable law, regulation, or third-party right;

–    Any claim by a third party related to your use of the services;

–    Loss, theft, mis-transfer, or unauthorised use of digital assets you instruct Z8 to custody or transfer;

–    Inaccurate wallet addresses, gas fee fluctuations, or other blockchain-specific risks.

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Z8 will promptly notify you in writing of any claim for which it seeks indemnity and will reasonably cooperate at your expense. You may not settle any claim that imposes obligations on Z8 without its prior written consent.

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17. COMPLAINTS

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Submit complaints in writing to compliance@thez8.com with your account reference, a description of the issue, supporting documents, and desired resolution.

–    Acknowledgement within 5 business days;

–    Resolution target: 20 business days; we will keep you informed if more time is required;

–    Unresolved complaints may be escalated to FINTRAC (www.fintrac-canafe.gc.ca) or the Bank of Canada where the matter falls within their jurisdiction.

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If your complaint remains unresolved after our internal process, you may escalate to the Ombudsman for Banking Services and Investments (OBSI) or another applicable ADR scheme.

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18. DISPUTE RESOLUTION & GOVERNING LAW

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These Terms are governed by the laws of the Province of Alberta and applicable federal laws of Canada, without regard to conflict of law principles.

–    Negotiation: parties will attempt good-faith resolution for 30 days following written notice of a dispute;

–    Arbitration: if unresolved, disputes are finally settled by binding arbitration in Calgary, Alberta under the Arbitration Act, RSA 2000, c. A-43, before a single arbitrator;

–    The arbitrator’s award is final and binding and may be enforced in any court of competent jurisdiction;

–    Either party may seek urgent injunctive relief from a court of competent jurisdiction without prejudice to either party’s right to arbitrate the underlying dispute, and without waiving any rights under this Section.

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19. GENERAL

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–    Entire Agreement: these Terms, together with any applicable schedules, Fee Schedule, and our Privacy Policy, constitute the complete agreement between Z8 and the client, superseding all prior agreements.

–    Modifications: Z8 may update these Terms at any time; material changes will be notified by email or via the platform. Continued use after the effective date constitutes acceptance.

–    Severability: if any provision is held invalid or unenforceable, it shall be revised minimally to be enforceable; the remaining provisions continue in full force.

–    No Waiver: failure to enforce any provision does not constitute a waiver of the right to enforce it later.

–    Assignment: you may not transfer rights or obligations without Z8’s prior written consent. Z8 may assign freely to an affiliate or successor provided your rights are not diminished.

–    Notices: in writing via certified mail, personal delivery, or email to addresses on file; you are responsible for keeping your contact details current.

–    Force Majeure: no liability for delays or failures due to events beyond our reasonable control.

–    Language: these Terms are in English only. A French-language version of these Terms is available upon request. For clients resident or incorporated in Quebec, the French version shall apply if required by law.

 

Contact Us

compliance@thez8.com

TheZ8 Ltd.  |  Altius Centre Suite, Office 2530, 25th Floor, 500 4th Avenue, South West Calgary, Alberta T2P 2V6, Canada

https://www.thez8.com

Suite, Office 2530, 25th Floor, 500 4th Avenue, South West Calgary, Alberta T2P 2V6, Canada

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Website: https://www.thez8.com

Compliance: compliance@thez8.com

Published: https://www.thez8.com/terms-and-conditions

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